Battle Over Cloud City
by Themarkersspawn
Summary: Bespin, a planet thrown into turmoil when the Eastern country suddenly start a war with the North, South, and West. When the West are the only ones left standing, with only their capital, Cloud City left, can their last few remaining soldiers do the impossible and fend off overwhelming odds, insane enemy's, and traitors from within? This is my first Fanfiction


A/N Hi guys. This is my first ever fanfiction. It was a cross over between alpha and omega and another movie. I want to see if you can figure out that movie, so I will put it in the A/N at the end of this chapter. Anyway, be sure to review and fav and whatever else you guys want to do, and I will see you in a few days hopefully. Enjoy guys (:

Cloud City. The last western controlled territory left. The entire planet of Bespin was thrown into a sudden and bloody civil war. With the Eastern's advancements in technology, they quickly became a superior player in the politics and trading between the four countries of the planet. Becoming the major power, the greed and power hungry ruler Tony decided to spur Bespin into chaos. With no warning the Eastern tech corporation released loads of robotic military personnel into the Northern country. With the Eastern's controlling most of the tech in all countries, the Northern's military quickly crumbled. Law enforcement robotics in the Northern parts turned on the civilians and soldiers they were made to defend.

The North was taken over in less then two days. The Southern and Western countries instantly joined forces. The North was the second strongest and prosperous country in the cloud planet of Bespin. Both countries throw shields over their main capital cities and rapidly discontinued any robotics and executed the others. Bespin was a literal could planet. There was no surface to the planet, but when the first living beings settled on Bespin, large platform cities hung in the air. Because of this, large ground units like tanks that were found upon the city were not used. They were to large for the platforms and would have to go single file, making tanks and other large vehicles a death trap. Air craft became the main battle equipment, so that was why the two countries threw up their shields. A air attack would be disastrous.

The North was the main producer of aircrafts, both commercial and military. The other countries all got their crafts from the North. When the East took over, any chance for air dominance the Western or Southern had hoped for were erased. With the east now quickly converging on the last two countries, large scale constructions went underway for double AA turrets. While any scientists worked on creating handheld EMP weapons so the machines would be more easily disabled for ground troops. Of course the guns had to also be able to damage biological targets, as not all of the Eastern's ranks consisted of robotics.

The East tried to swallow the last two countries, and it worked well. They surrounded them both and then started to battle their way to the heart of the them. Even though they were seriously out numbered, the two countries put up a very good fight, every inch of ground gained by the enemy was through heavy losses and immense blood shed. But they were fighting a losing battle, and eventually the South had been taken over, any survivors made their way to the Westerns, who weren't faring any better. Only the Capital, Cloud City, remained. With a few outlying platforms sets that encased it. The city was set up almost for defending a siege, as the platforms sets were the only way to get in and out of the city, and they were easily defendable positions. But the East no longer had to worry about loss, their numbers overwhelmed the last soldiers of the West a hundred to one. The time it took for the East to almost take over the entire planet...was disturbing to say the least. On day 67 of the war, the four platform sets protecting Cloud City erupted in fighting.

The Northern platform, Zeta 1, was thrown into chaos quickly. The East swarmed over the first defenses to quickly, and were already pushing into the middle of the platforms. The platforms had a very simple lay out. One large platform that had a building that housed double AA turrets, then a skinny walkway that went down for a mile and a half before leading to a smaller platform, then another walkway to another large platform, and this cycle repeated 4 times. The East now had control of the first set of Zeta 1, and the second set was taking heavy fire.

Humphrey POV)

"Protect the Double AA's" Yelled my commander, who towered over the 3,000 troops that were ordered to defend this set. "If they take these turrets their air units will tear us to sh-" He didn't finish his sentence as a red laser beam struck the back of his white helmet and came out the other side, shattering the T shape of glass that made his visor. All the troopers jumped at the sudden death, but quickly ran to their positions, 2/3's of the troops running to the back two platforms of set 2. I wasn't lucky enough to wait, as I was tasked defending the first platform. 1,000 of us stacked up against the entrance of the hallway and on walkways around the double AA turret building, waiting for the first Eastern troops to start down the walkway to set 2. Suddenly, a swarm of grey, heavily built robotics stormed down the corridor, firing heavy wrist blasters attached to their arms. A single red eye settled on the grey droids left side of their chest.

"SBD's, open fire!" Yelled a trooper next to me on the walkway defenses. All of us snapped out of cover and unloaded our weapons, a light show of red and blue blaster fire cutting through each other. My gun quaked violently as rounds left it's long barrel. The stocky Super Battle Droids took a multitude of rounds to be disabled, but with all of us firing, the first few ranks were taken down easily. Then the reloading began and the thundering foot steps of the robotic soldiers came closer and closer. "Ready, set, fire!" yelled the same trooper. Again we all shifted to our feet from a crouch position and released a tidal wave of blue blaster rounds into the droids. A trooper to my left was sat back down as three red blaster shots struck him in the chest, which left three black smoking holes in his white armor. I got down a little lower to the solid railing we were crouched behind as he died. When my 60 round clip was left dry, I got back down and set my back against my piece of cover and loaded another magazine. We all waited for our field CO to give the order to fire, but I realized he was dead.

"Ready" I said as I looked over the troopers on both sides of the long railing we set up at the end of the walkway. "Set, fire!" The same process took place, but this time a few skinny, tan battle droids joined the grey ones. They more closely resembled a wolf. After a slight second of looking one over, I realized they were police units from the taken over countries and the cities in the Western territory. One of my bolts made contact with its body, and it was cut in half. These droids were much weaker then their more terrifying brethren. The head of the robotic army was halfway down the corridor, and some of the soldiers were backing off the defensives and were heading to the double AA building to defend that. But a good handful of us stayed.

Once we were all reloaded, I told the soldiers to unclip their EMP grenades. They were at a close enough range after the third reload that the would be able to take out a large portion of droids. "Start from the left!" I yelled so my voice carried over the blaster fire from the approaching army. "Once your done with your grenades get back behind cover and the next soldier do the same!" In an orderly fashion, one after the other soldiers stood alone over the protective railing and throw their two EMP devices at the enemy. They had a small AOE (area of effect) but the ones who came in contact with the blast stopped dead in their tracks, which tripped the units behind them. In a line, almost six hundred projectiles were thrown, with a few troopers dying in the process of throwing. After the last EMP throw, we all fired the clip we head ready, then jumped off the defensive barrier and ran towards the main building, where almost 600 troops were aiming their guns past us at the barrier.

I ran into the building and then turned, aiming my gun with the others. Suddenly, the barrier was blown in an impressive display of fire and explosions. Dust covered up the entire area, and before it settled or a droid came out, all of us opened fire. Red bolts met ours in flight, and a few troopers were nocked down by the fire that came from behind the dust cloud. When it settled many robotics were charging the double AA building, their wrist blasters flinging deadly bolts at us. The building was quickly compromised, as SBD's rushed into the main entrance, followed by the converted police bots. Troops on the second level of the building fired down to the main floor, assisting me and any other surviving soldiers with me on the main level. With the help from above, we pushed them back from where the came, and soon had the building under control, until one of the most fearful military droids entered the room. It rolled across the floor at an immense speed, dodging blaster fire left in right. Once in the room, it unfolded from its ball form into a dark brown droid. It had three legs at its base, and a covered body that looked like a C. It had two arms, both equipped with double anti-infantry turrets. It had two red eyes at the top of the C. Before it could be struck by a swarm of laser bolts, a transparent bubble surrounded its body. When our bolts struck the bubble they bounced back, striking our own men. More of these rolled up behind us, and, and agility based droids had climbed up the smooth surface of the building with sonic claws, and were now taking over the higher levels. Screams and wails of pain drowned out the sound of blaster fire as the troopers were killed, and the AA turrets were now put into use against our own air craft above the platform.

I turned and ran out the other side of the building, barely getting out unscathed with three other troopers. We ran to the walkway and pushed it to our max speed. Behind us, a stampeding army millions strong were running after us. We saw the next 1,000 soldiers on yet another defensive barrier, and they aimed their weapons in front of us. Right when they started firing, blaster fire took down two of the three troops running with me. In mid-stride I dropped my rifle, gaining speed as the extra 10 pound EMP weapon dropped to the floor. It looked like rain was combating fire as we ran to our troopers, the red fire and blue rain striking soldiers on both sides. Surprisingly, me and the other trooper made it to the barrier, and were let inside by a small door. We both collapsed on the floor down on the floor in fatigue as we removed our helmets to breath better. Though all of our army's armor was colored white, stripes of color on the shoulder pads would be used to show a rank. My pads were a yellow color, and only reached halfway down my pads, distinguishing me as a Corporal. The soldier who made it with me however had no stripes on his pads, they were a dirty white from the fighting. This meant he was a very low ranking, a private. Most privates in our army had become civilian fighters, while the actual military privates were promoted. The soldier looked no younger then a middle aged teen. The sad thing was, so was I. Our army recruited very young after the South was taken over, but civilians weren't implemented until the East was at our door step. That was why I was ranked up. We looked at each other. He had almost pitch black fur, with Green eyes that shun brightly.

Before I could ask his name, the troops who were fighting all ran to the next walkway, as this platform didn't have a building. With all the troopers running, that meant the droids were going to break down the barrier and advance. We both seemed to lose our weariness and sprinted with the other troopers. Behind us a large blast was heard, and again the droids took another one of our key positions. A piece of shrapnel from the blast flew all the way to us and stabbed itself into the calf of the soldier who had made it out with me. He was almost trampled by a few troopers we passed, none of them stopping to help him up. Against better judgement I ran to him and set him on my back, then took off. I was a little over half way, all the other troopers made it to the barrier. The soldiers were yelling at he to hurry, telling me to come on, encouraging me. The droids arrived behind me and I was caught in another swarm of fire. I heard a grunt from behind me and realized the soldier on my back was hit. I still carried him and arrived at the barrier just in time as a small RPG hit the barriers door. I didn't stop at the defensive position but ran to the building that housed the last double AA turrets of platform set 2. Inside were a couple of field medics, who looked to already have their hands full. I brought the young trooper to a table and set him down, and the a free medic quickly went to work on him, taking out the shrapnel and cleaning the wound, as well as slipping an elastic strap on his leg to staunch the flow of blood. With my helmet gone, as well as my rifle, I assisted the medic. He didn't seem to mind, and told me what to do to help him. After his leg was patched up, we removed his armor. His back had a large burn mark from a blaster bolt that penetrated his armor.

The medic applied a gel called bacta to the wound, and wrapped it in a gauze bandage. The young wolf woke up when the bacta was applied, after being patched up, sat on the table. The medic looked at me. "You're a Corporal, yeah? Alright, I'm giving you clearance to take him over to set 4 of the platforms." He set his index and middle finger to his helmet and signaled the next to sets, then sent me on my way. The soldier had his arm around my back as we slowly made progress down the walkway. It seemed as though the last defense of set 2 was doing well. As we walked, he opened up. "Thanks for coming back for me, I thought I was dead." I gave a laugh.

"After what we survived at the first platform, I wasn't leaving you. Who would back me up when I tell all my friends of my heroics?" He gave a laugh as well, though it turned into a pained wheeze after a few seconds. "Your funny man, what's your name?"

"Humphrey" I responded, catching him as he took a little stumble. "What about you?" "My names Charlie, nice to meet you in these good times." We continued to walk, and when we reached the first platform of set three, a soldier came out of the defensive barrier. The soldier took off the helmet it owned, revealing the most single beautiful female I have ever seen. She had gorgeous gold fur, with deep, beautiful eyes. Best of all, she looked my age. Her white armor had blue stripes on it. She was a Sargent! She must have done some incredible feats in the past 2 months of the war to be this rank at our age.

"You must be the two with clearance. I'm Kate, come on, I'll escort you to set 4." Charlie was also star struck by Kate, but he managed to ask. "We need an escort?"

She nodded, holding helmet in between her arm and armpit. "A friendly bomber was shot down and crashed along the walk way between set 3 and 4. The bombes didn't explode, but their activation lights were shut down in the crash. If you get to close to one of them that's still on, they'll go" She explained. "That doesn't sound safe" said Charlie. "And wouldn't we want to save the bombs for the droids?" I asked.

"Don't worry, I have already had to go back and forth between the two sets, so I know the way. We won't die, and we will save a little present for the robotics." The way she talked and carried herself, I instantly trusted her. "Alright then, lets go." Kate seemed to sense my trust in my voice and smiled a little, before she lead us past the barrier. When we passed the set 3 defenses and got to the long walkway, we had to take it nice and slow. The bomber had spread bombs everywhere all across the walkway, it was a life taker just waiting to be activated. When we passed the downed bomber, I noticed the pilot was not in the air craft. "Did the he survive?" I asked as I followed her turn left and right along the corridor.

Kate shook her head. "He wasn't in the bomber when we found it, and the hole in the glass was big enough for him to fall through. He fell out of the bomber before it crashed." I shivered in fear. The planet was just emptiness, the pilot might have flown out of the plane a couple hours ago, and he could still be falling to... well nothing. No one knows if they come out the other side of the planet, people had tested when we first settled here, but the never showed up on the other side, or anywhere for that matter. Eventually, we made it across the death trap, and Kate lead us to the double AA building.

 **A/N so what did you guys think? I hope it was good, I worked really hard on it. The cross over is my own little twist on star wars. It dosen't involve jedi or anything, it is just my own little twist all on one planet. Make sure to review and Fav, by (:**


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